HomeMy WebLinkAboutNORTEL COMMUNICATIONS SYSTEMS - 1997-04-07CITY OF HUli TINGTON BEACH
2000 MAIN STREET
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CITY CLERK
CALIFORNIA 92648
CITY CLERK LETTER OF TRANSMITTAL REGARDING ITEM APPROVED BY THE
CITY COUNCILIREDEVELOPNIENT AGENCY APPROVED ITEM
DATE: zz� 14, /9 97
DEPARTMENT:
90 REGARDING
See Attached Action Agenda Item Date of Approval aai,2 Z/99 %
Enclosed For Your Records Is An Executed Copy Of The Above Referenced Item For Your Records.
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onnie Brock-wav
City Clerk
Attachments: Action Agenda Page
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Remarks:
I • Agreement Bonds Insurance
Deed Other
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Risk NIanagcnicnt Department Insurance Copy
,ae,-,-ec:::ent InFurance Other
Ag =nviit :nscrance Other
.lgrconert lrsurance O[Ler
,[Telephone: 714-536-5227 f
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Council/Agency Meeting Held: A( /9 y
Deferred/Continued to:
3`Approved _ .Q Conditionally
Council Meeting Date: 04/07/97
City Clerk's
Department ID Number:
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: MICHAEL T. UBERUAGA, City Administrator
PREPARED BY: MICHAEL P. DOWER, Fire Chief
SUBJECT: NORTEL COMMUNICATIONS YSTEMS CONTRACTS
re
FD 97-002
Statement of Issue, Funding Source, Recommended Action, Alternative Actlon(s), Analysis, Environmental Status,
Attachment($)
Statement of Issue: Staff is seeking Council approval of Nortel Communications Systems
(Nortel) contracts to provide equipment and labor to expand the telephone capacity of
existing telephone systems at the City Hall and Central Library locations.
Funding Source: Funding approved in Telecommunications Capital Budget FY96/97,
account number E-AA-ND-312-6-39.
Recommended Action: Approve contracts as submitted with Settlement Committee
recommendations and proposed amendment by Nortel.
Alternative Action(s): Reject contracts with Settlement Committee recommendations and
proposed amendment by Nortel.
Analysis: The Nortel contracts provide for equipment and labor to expand the telephone
capacity of existing telephone systems at the City Hall and Central Library locations. Both
telephone systems are unable to provide for additional modem, fax, and telephone lines
requested by various departments. The Nortel contracts provide for the addition of 64
analog and 32 digital telephones at City Hall and 32 analog and 32 digital telephones at the
Central Library with the capability of increased expansion in the future. This project was
budgeted and approved in Telecommunications Capital Budget FY96/97.
The Settlement Committee considered five (5) issues raised by Nortel and made the
following recommendations:
1. Accept the request by Nortel to limit their liability to bodily injury and tangible property
damage for indemnity and general liability insurance purposes (paragraphs 8 and 10).
R�QUEST FOR COUNCIL ACTIR
MEETING -DATE: 04/07/97
DEPARTMENT ID NUMBER: FD 97-002
2. Accept a complete waiver of the standard professional liability insurance requirements
(Certificate of Insurance indicating coverage to $500,000).
3. Accept a waiver of the standard requirements of original Certificates of Insurance and a
waiver of the 30-day cancellation clause (paragraphs 10 and 11).
4. Accept a complete limitation of liability for any damages caused by City (paragraph 32).
5. Reject a limitation of all liability to the price of the system and/or services. The
standard City contract would not include this limitation.
The City Attorney's Office contacted Nortel with the recommendations of the Settlement
Committee. Nortel suggested a compromise to the limitation of liability which the Settlement
Committee did not accept (Item No. 5 above). Nortel's suggested compromise clause would
read as follows (the deleted language was originally rejected by the Settlement Committee).
Limitation on Liability
Sellers entire Inability under 4his nnreerReRt innludinn inability Wising Out ef_the
e
9iVin9
rise W the el.,iR:, rRegardless of the legal or equitable basis of any claim
or of actual notice, neither seller nor seller's suppliers shall be liable for (a) any
incidental, indirect, special or consequential loss or damages, or (b) any
damages relating to a claim made against customer by a third party except for
indemnified claims described in Section 11. These limitations shall remain in full
force and effect through any renewal of maintenance service provided for in this
agreement.
The proposed Nortel contracts (Attachments 1 and 2) include the Settlement Committee's
accepted recommendations (Items 1-4 above). Nortel Certificates of Insurance currently on
file with the City and approved as to form by the City Attorney are included (Attachment 3).
Environmental Status: Not applicable.
Attachment(s):
Nortel Communications Systems Contract for City Hall (2)
2. Nortel Communications Systems Contract for Central Library (2)
3. Certificates of Insurance
Rcanorti
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03125197 4:46 PM
(12) • 04/07/97 - CouncilTAgency Agenda - Page 12
E-10. Communecatwons Systems Co - City Hall And
Central Librpry - To 9xpand Jelepftone Capacity
Committee (600.10) - Approve and authorize execution of the following contracts as
submitted, with Settlement Committee recommendations, and proposed amendment
Nortel: (City Hall) Agreement between the City of Huntington Beach and Nortel
Communications Systems for the Purchase and Installation of Hardware and Software
to Expand Port Capacity on Existing PBX and (Central Library) Agreement between
the City of Huntington Beach and Nortel Communications Systems, Inc. for the
Purchase and Installation of Hardware and Software to Expand Port Capacity on
Existing PBX. Submitted by the Fire Chief
E-11. City To -Release Securities And Accept Public Imarovernents Within
'o
partners (420.60) - Accept the improvements constructed and dedicated for public use
with Tract No. 14277; 2. release the Faithful Performance and Monument Bond only. The
Labor and Material Bond will be released at a later date pursuant to California Government
Qode Section No. 66499.7(b); 3. accept subdivision Maintenance/Warranty Bond
No. B008593M; the security furnished for guarantee and warranty of improvements, and
instruct the City Clerk to file the bond with the City Treasurer; 4. instruct the City Clerk to
notify the developer, Peninsula 1 Partners, of this action, and the City Treasurer to notify the
bonding company, Ulico Casualty Company, of this action; and 5. Instruct the City Clerk to
record the Notice of Acceptance of Public Improvements with the Orange County Recorder.
Submitted_ by the Public Works Director
E-12. (City Council) Plans And Specifications - Solicitations Of Bids_- Talbert Avenue
Rehabilitabon Project - CC-900 - Gothard Street To Newland Street - A- Approval Of
$=ple Contract (600.50) - 1. Approve the plans and specifications for the Talbert
Avenue Rehabilitation Project, CC-900, from Gothard Street to Newland Street and
authorize the Public Works Director to solicit bids for construction; and 2. approve the
attached Sample Construction Contract, subject to award of contract to the lowest
responsive/responsible bidder. Submitted by the Public Works DirerAo
E-13. C C
Jm rp oyement Project - Betwfflgn Silver Lane And Beach Boulevard - CC-1032 (600.50) -
Accept the Alhambra Avenue Improvements completed by E. A. Mendoza Contracting at a
final cost of $114,123.38 and authorize the City Clerk to Ole a Notice of Completion with the
Orange County Recorder. Submitted by the Pijbinc Works Director and the Economoc
Qevelopment„pjrector
(12)
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AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND NORTEL COMMUNICATIONS SYSTEMS FOR THE
PURCHASE AND INSTALLATION OF HARDWARE AND
SOFTWARE TO EXPAND PORT CAPACITY ON EXISTING PBX
THIS AGREEMENT, made and entered into this 7 th day of April , 1997,
by and between the City of Huntington Beach, a municipal corporation of the State of
California, hereinafter referred to as "CITY", and NORTEL COMMUNICATIONS SYSTEMS, a
Delaware corporation, hereinafter referred to as "CONTRACTOR."
WHEREAS, CITY desires to engage the services of a telecommunications systems
contractor for the purchase and installation of hardware and software needed to expand the
port capacity on existing PBX in the City Hall complex at 2000 Main Street, Huntington Beach,
CA 92648; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of
HBMC Chapter 3.03 relating to procurement of professional service contracts has been
complied with; and
CONTRACTOR has been selected to perform said services,
NOW, THEREFORE, it is agreed by CITY and CONTRACTOR as follows:
1. WORK STATEMENT
CONTRACTOR shall provide all services as described in the Scope of Work
Annex, attached hereto as Exhibit "A" and incorporated into this Agreement by this reference.
Said services shall sometimes hereinafter be referred to as "PROJECT."
CONTRACTOR hereby designates IL�rr1 1'httab3Lrh , who shall represent it and be its
sole contact and agent in all consultations with CITY during the performance of this
Agreement.
2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator ("telecommunications coordinator") to work
directly with CONTRACTOR in the performance of this Agreement.
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3. TIME OF PERFORMANCE
CONTRACTOR will use all commercially reasonable efforts in performance of
this Agreement. These services of the CONTRACTOR are to commence as soon as
practicable after the execution of this Agreement and all tasks specified in Exhibit "A" shall be
completed according to the schedule attached hereto as Exhibit "B" and incorporated herein by
reference. These times may be extended with the written permission of the CITY. This
schedule may be amended to benefit the PROJECT if mutually agreed by the CITY and
CONTRACTOR.
4. COMPENSATION
In consideration of the performance of the telecommunications services
described herein, CITY agrees to pay CONTRACTOR a fee not to exceed Thirty Four
Thousand Five Hundred Twenty Dollars ($34,520) pursuant to the payment schedule as
described in Exhibit "C" attached hereto and incorporated herein by reference.
5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A," or
changes in the scope of services described in Exhibit "A," CONTRACTOR will undertake such
work after receiving written authorization from CITY. Additional compensation for such extra
work shall be allowed only if the prior written approval of CITY is obtained.
No change shall be allowed if the cumulative effort of such change together with
all previously approved changes to the scope of services decreases the Agreement fee by
more than twenty percent (20%). Any change involving deletion of Exhibit "D" equipment
previously delivered to the installation site shall require CITY to pay CONTRACTOR a
restocking charge equal to ten percent (10%) of the price for such equipment. As an exception
to the aforementioned terms, restocking charges will not be applied to the CITY's return of the
telephone instruments to CONTRACTOR.
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S. METHOD OF PAYMENT
A. CITY agrees to pay CONTRACTOR the price of the Equipment identified
in Exhibit "D". CITY shall pay CONTRACTOR twenty five (25%) of the price of the equipment
within thirty (30) days of the effective date of this Agreement. The balance of the price shall be
paid as described in the payment terms described in Exhibit "C" of this Agreement.
B. Delivery of work product: A copy of every technical memo and report
prepared by CONTRACTOR shall be submitted to the CITY to demonstrate progress toward
completion of tasks. In the event CITY rejects or has comments on any such product, CITY
shall identify specific requirements for satisfactory completion. Any such product which has
not been formally accepted or rejected by CITY shall be deemed accepted.
C. The CONTRACTOR shall submit to the CITY a milestone acceptance
form (MAF) and invoice due in accordance with Exhibit "C". Such MAF shall:
1) Reference this Agreement;
2) Describe the services performed;
3) Show the total amount of the payment due:
4) Include a certification by a principal member of the
CONTRACTOR's firm that the work has been performed in accordance with the
provisions of this Agreement; and
Upon submission of any such invoice and MAF, if CITY is satisfied that
CONTRACTOR is making satisfactory progress toward completion of tasks in accordance with
this Agreement, CITY shall promptly approve the invoice, in which event payment shall be
made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be
unreasonably withheld. If the CITY does not approve an invoice, CITY shall notify
CONTRACTOR in writing of the reasons for non -approval, within seven (7) calendar days of
receipt of the invoice, and the schedule of performance set forth in Exhibit "B" shall be
suspended until the parties agree that past performance by CONTRACTOR is in, or has been
brought into compliance, or until this Agreement is terminated as provided herein.
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D. Any billings for job change orders authorized by CITY shall be invoiced
separately to the CITY. Such invoice shall contain all of the information required above, and in
addition shall list the hours expended and hourly rate charged for such time. Such invoices
shall be approved by CITY if the work performed is in accordance with the job change order
requested, and if CITY is satisfied that the statement of hours worked and costs incurred is
accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties
concerning payment of such an invoice shall be treated as separate and apart from the
ongoing performance of the remainder of this Agreement.
7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONTRACTOR agrees that all materials prepared hereunder, including all
original drawings, designs, reports, both field and office notices, calculations, maps and other
documents, shall be turned over to CITY upon termination of this Agreement or upon
PROJECT completion, whichever shalt occur first. In the event this Agreement is terminated,
said materials may be used by CITY in the completion of PROJECT or as it otherwise sees fit.
Title to said materials shall pass to the CITY upon payment of fees determined to be earned by
CONTRACTOR to the point of termination or completion of the PROJECT, whichever is
applicable. CONTRACTOR shall be entitled to retain copies of all data prepared hereunder.
8. INDEMNIFICATION AND HOLD HARMLESS
CONTRACTOR hereby agrees to indemnify, defend, and hold and save
harmless CITY, its officers and employees from any and all liability, including any claim of
liability and any and all losses or costs arising out of bodily injury or damage to tangible
property due to the negligent performance of this Agreement by CONTRACTOR, its officers or
employees.
9. WORKERS COMPENSATION
CONTRACTOR shall comply with all of the provisions of the Workers
Compensation Insurance and Safety Acts of the State of California, the applicable provisions
of the California Labor Code and all amendments thereto; and all similar state or federal acts
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or laws applicable; and shall indemnify, defend and hold harmless CITY from and against all
claims, demands, payments, suits, actions, proceedings and judgments of every nature and
description, including attorney fees and costs presented, brought or recovered against CITY,
for or on account of any liability under any of said acts which may be incurred by reason of any
work to be performed by CONTRACTOR under this Agreement.
CONTRACTOR shall obtain and furnish evidence to CITY of maintenance of
statutory workers compensation insurance and employers liability in an amount of not less than
$100,000 bodily injury by accident, each occurrence, $100,000 bodily injury by disease, each
employee, and $250,000 bodily injury by disease, policy limit.
10. INSURANCE
In addition to the workers compensation insurance and CONTRACTOR's
covenant to indemnify CITY, CONTRACTOR shall obtain a policy of general public liability
insurance, including motor vehicle coverage. Said policy shall indemnify CONTRACTOR, its
officers, agents and employees, while acting within the scope of their duties, against any and
all claims for bodily injury or damage to tangible personal property due to negligence of the
CONTRACTOR arising out of or in connection with the PROJECT, and shall provide coverage
in not less than the following amount: combined single limit bodily injury and property damage,
including prod uctslcompleted operations liability and blanket contractual liability, of $1,000,000
per occurrence. If coverage is provided under a form which includes a designated general
aggregate limit, the aggregate limit must be no less than $1,000,000. Said policy shall name
CITY, its officers, and employees as Additional Insureds, and shall specifically provide that any
other insurance coverage which may be applicable to the PROJECT shall be deemed excess
coverage and that CONTRACTOR's insurance shall be primary.
11. CERTIFICATES OF INSURANCE: ADDITIONAL INSURED ENDORSEMENTS
Prior to commencing performance of the work hereunder, CONTRACTOR shall
furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the
foregoing insurance coverages as required by this Agreement; said certificates shall:
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provide the name and policy number of each carrier and policy;
2. state that the policy is currently in force;
3. promise to provide that such policies will not be canceled or modified
without thirty (30) days prior written notice of CITY;
CONTRACTOR shall maintain the foregoing insurance coverages in force until
the work under this Agreement is fully completed and accepted by CITY. The
requirement of 30 day written notice of cancellation on the certificates and
endorsements under Resolution No. 6277 is hereby waived.
The requirement for carrying the foregoing insurance coverages shall not
derogate from the provisions for indemnification of CITY by CONTRACTOR under the
Agreement. CONTRACTOR shall pay, in a prompt and timely manner, the premiums on all
insurance hereinabove required.
A separate copy of the additional insured endorsement to each of
CONTRACTOR's insurance policies, naming the CITY, its officers and employees as
Additional insured shall be provided to the City Attorney for approval prior to any payment
hereunder. The certificate of insurance for general liability shall show the CITY, its agents,
officers and employees as additional insured.
12. INDEPENDENT CONTRACTOR
CONTRACTOR is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor. CONTRACTOR shall secure at its expense, and be
responsible for any and all payment of all taxes, social security, state disability insurance
compensation, unemployment compensation and other payroll deductions for CONTRACTOR
and its officers, agents and employees and all business licenses, if any, in connection with the
services to be performed hereunder.
13. MATERIAL BREACH
All work required hereunder shall be performed in a good and workmanlike
manner. if any material breach of this Agreement shall continue for more than 30 days after
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receipt by the breaching party of written notice from the aggrieved party stating in reasonable
detail the nature of the breach, then the aggrieved party shall be entitled to avail itself,
cumulatively, of any and all remedies available at law or equity, including termination hereof,
except as specifically limited elsewhere in this Agreement. If CITY is the aggrieved party then
the CITY may suspend payment of any sums due hereunder for so long as CONTRACTOR's
breach continues uncorrected. If CONTRACTOR is the aggrieved party then CONTRACTOR
may suspend performance of any or all of its obligations hereunder for so long as CITY's
breach continues uncorrected. A condition precedent to any legal action by either party to
enforce or interpret any right or obligation under this Agreement shall be the receipt by the
other party of notice, at least 30 days prior to such action, and which states with reasonable
particularity the claimed breach or grievance.
14. ASSIGNMENT AND SUBCONTRACTING
This Agreement is a personal service contract and the supervisory work
hereunder shall not be delegated by CONTRACTOR to any other person or entity without the
consent of CITY.
15. COPYRIGHTS/PATENTS
CONTRACTOR shall not apply for a patent or copyright on any item or material
produced as a result of this Agreement, as set forth in 41 CFR 1-9-1.
16. CITY EMPLOYEES AND OFFICIALS
CONTRACTOR shall employ no CITY official nor any regular CITY employee in
the work performed pursuant to this Agreement. No officer or employee of CITY shall have
any financial interest in this Agreement in violation of the applicable provisions of the California
Government Code.
17. NOTICES
Any notices or special instructions required to be given in writing under this
Agreement shall be given either by personal delivery to CONTRACTOR's agent (as designated
in Section 1 hereinabove) or to CITY's Fire Chief as the situation shall warrant, or by enclosing
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the same in a sealed envelope, postage prepaid, and depositing the same in the United States
Postal Service, addressed as follows:
rteZelm
TO CONTRACTOR:
Cathy Smith, Telecommunications Assistant Nortel Communications
City of Huntington Beach 5785 Corporate Avenue, Suite 170
2000 Main Street Cypress, CA 90630
Huntington Beach, CA 92648 Attn: Contracts Administration
18. IMMIGRATION
CONTRACTOR shall be responsible for full compliance with the immigration and
naturalization laws of the United States and shall, in particular, comply with the provisions of
the United States Code regarding employment verification.
19. ACCEPTANCE
Upon completion of installation, acceptance testing will be performed in three
phases, as follows:
CONTRACTOR's standard test procedures will be performed for CITY
Telecommunications Coordinator, verifying operation "cutover of all
components of the installed telecommunications system at each site.
2. During the first business week following installation of each site, CITY
Telecommunications Coordinator will perform end user testing to determine that
the system performs in a satisfactory manner according to the manufacturer's
installation specifications and the standard practices of the telecommunications
industry.
3. Following satisfactory performance of the end user test, user reliability testing
will be performed by the CITY Telecommunications Coordinator, with the
assistance of CONTRACTOR, for a period of three (3) consecutive business
weeks. During this period, end user will operate the system for their ordinary
needs. Each telecommunication system will be deemed to have satisfactorily
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passed the reliability test if, during this period, the equipment and the software
operate free from major failure.
For the purposes of this paragraph, major failure is defined as no dial tones,
inability to make outgoing calls or inability to receive incoming calls for ten (10) percent or more
of any telephone set supported by any one system, with the exception of police, fire, lifeguard,
public works and emergency services departments as to which there will be no minimum.
If a system fails to pass any or all phases of the acceptance testing,
CONTRACTOR shall correct the deficiency(ies) at its expense. The applicable phase testing
shall be repeated until all three phases are satisfactorily passed.
20. RISK OF LOSS
Risk of loss to the switch components of the equipment itemized in Exhibit "D"
shall pass to CITY upon physical deliver of each such component to its respective switch room
by CONTRACTOR. General risk of loss to any other portion of each system shall pass upon
delivery of such portion to the CITY premises. After general risk of loss has passed to CITY,
CONTRACTOR shall continue to be liable for (A) equipment shortages of terminal equipment
until installation (contingent upon the CITY providing to CONTRACTOR a secured location);
and/or (B) damage to losses to the equipment or scope of work due to CONTRACTOR's
negligence. Title to the equipment shall not pass to CITY until CONTRACTOR has bee paid all
amounts due for the equipment under this Agreement.
21. SHIPPING
The Exhibit "D" equipment and system software as described in Exhibit "E" shall
be shipped by CONTRACTOR to CITY in accordance with the delivery schedule specified in
Exhibit "B". CONTRACTOR will provide ten day notice to CITY of the scheduled shipment date
for the switch component of each system. Freight expenses for said Equipment will be paid by
CONTRACTOR. If the CITY rejects or cancel for good cause any product, CONTRACTOR
shall bear all shipping charges relating to such product. If CITY has already paid
CONTRACTOR for such product, CONTRACTOR shall refund such payment to CITY.
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22. MAINTENANCE
CONTRACTOR shall perform maintenance services on the Equipment under
the terms and conditions of this Agreement and service contract automatic renewal dated April
19, 1997 and all subsequent renewals.
23. NONDISCLOSURE
Both parties acknowledge that information made available pursuant to this
Agreement is confidential and proprietary to the other party and both parties agree to restrict
the disclosure of such confidential and proprietary information to only those individuals who
require the information to perform pursuant to the terms of this Agreement.
24. INSTALLATION SERVICES
CONTRACTOR shall be responsible for unpacking and placement of the
Equipment at the installation site. Installation of the Equipment to be installed will be
performed by the CONTRACTOR at the prices specified in Exhibit "C", and with minimal
disruption to the CITY's day-to-day business operations.
25. FORCE MAJEURE
Neither party shall be liable for delays, loss, damages or other consequences of
acts, omissions or events beyond a party's control and which may not be overcome by due
diligence, or caused by strikes or labor strife and unrest.
26. DOCUMENTATION
CONTRACTOR shall provide CITY documentation to support the operations of
the Equipment and Software in accordance with the Agreement without charge.
CONTRACTOR grants CITY the right to duplicate such documentation for its internal use only.
27. WARRANTY
A. CONTRACTOR warrants that CONTRACTOR possess good and clear title to
said Equipment and there are no pending liens, claims or encumbrances whatsoever against
said Equipment.
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B. CONTRACTOR warrants that as of the date of shipment that: the Equipment
incorporates all current manufacturers' required engineering changes released to the general
public; the Equipment qualifies for maintenance services by the manufacturers.
C. CONTRACTOR warrants that the Equipment will be free from defects in material
and workmanship and will conform to specifications for a period of ninety (90) days, after
which current maintenance contract will cover said Equipment until renewal date of April 31,
1997 coterminous with existing maintenance.
D. In the event any component part of the Equipment is or become defective by
reason of material or workmanship during said period, and the CITY immediately notifies
CONTRACTOR in writing of such defect, CONTRACTOR shall repair or replace the Equipment
or component at no charge to the CITY. All replaced parts shall become the property of
CONTRACTOR on an exchange basis. This warrant does not extend to any equipment that
has been subject to misuse, neglect, accident, improper or unapproved installation, acts of
God, power failure, or to equipment to which repairs or modifications have been performed by
persons other than CONTRACTOR's own or authorized service personnel, unless such repairs
by others were performed with the written consent of CONTRACTOR.
E. CONTRACTOR warrants that all services provided pursuant to this Agreement
will be performed in a workmanlike manner in accordance with reasonable commercial
standards. CONTRACTOR shall correct all services not performed if brought to
CONTRACTOR's attention in writing within the warranty period.
F. CONTRACTOR warrants for a period of ninety (90) days following receipt that
the documentation provided pursuant to this Agreement shall be substantially free from errors.
CONTRACTOR shall correct any documentation errors brought to its attention during the 30
day period following notification of found errors.
G. The warranties and remedies set forth above constitute the only warranties with
respect to the system and the CITY's exclusive remedies if such warranties are breached. The
stated warranties are in lieu of all other warranties, written or oral, statutory, express or implied,
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including, without limitation thereto, the warranty of merchantability and the warranty of fitness
for a particular purpose. CONTRACTOR shall not be liable for any incidental or consequential
damages of any nature or any reason either before or after cutover.
28. EXCUSABLE DELAY
A. Neither party shall be liable when delays arise out of a cause beyond the control
and without the fault or negligence of either party. Such causes may include, but are not
restricted to acts of God or the public enemy, government action or failure to act, fires, floods,
earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, war, civil
disturbances, work stoppage, power failures, laws, regulations, ordinances, acts of unusually
sever weather. In such event, the party affected shall be excused from such performance on a
day -for -day basis for the extent of such interference (and the other party shall likewise be
excused from performance of its obligations on a day -far -day basis to the extent such party's
obligations relate to the performance so interfered with).
B. CONTRACTOR delay caused by the delays of subcontractors of
CONTRACTOR shall be deemed excusable if the subcontractor's delay is beyond the control
and without the fault or negligence of the subcontractor as described in this section.
C. The party who has been affected by an excusable delay shall immediately give
notice to the other party of such circumstances.
29. DISASTER RECOVERY
Disaster recovery will be determined by the terms of the existing maintenance
agreement between the parties for the location designated by this Agreement.
A. In the event of a disaster or accident that impairs operation of the Equipment
purchased under this Agreement, the CONTRACTOR shall use its best efforts to help the CITY
restore operations as quickly as possible. Such services will be provided at the
CONTRACTOR's then prevailing rates.
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B. CONTRACTOR will provide Disaster Recovery services to Fire, Police,
Lifeguard and Public Works sites first, and will prioritize remaining CITY sites in accordance
with CONTRACTOR's Disaster Recovery Plan.
C. CONTRACTOR will provide name and telephone numbers (home and office) of
emergency contacts to Cathy Smith at cutover.
30. CONTRACTOR PERSONNEL
CITY shall have the right to require in writing the CONTRACTOR to replace any
of the CONTRACTOR's on -site personnel in the event that the CITY reasonably determines
such person is disruptive to the Project. The replacement shall be selected by the
CONTRACTOR and approved by the CITY. The CONTRACTOR shall have up to five (5) days
to make a replacement.
31. GRANT OF LICENSE
CONTRACTOR shall grant to CITY a license to use certain computer software
embodied in or associated with the hardware. The hardware and software are itemized in
Exhibit "D". The software is provided to CITY pursuant to the provisions of the Software
Sublicense, attached hereto as Exhibit "E".
32. CONTRACTOR'S DAMAGE LIABILITY
Notwithstanding any other provisions of this Agreement, CONTRACTOR shall in
no event be liable for any damages caused by the CITY's failure to perform the CITY's
responsibilities or for any incidental, special or consequential damages (even if
CONTRACTOR has been advised of the possibility of such loss or damage).
33. WAIVERS
No action or inaction by either party shall be interpreted as a'waiver" and no
waiver shall be valid unless it is in writing and signed by the City Administrator.
34. ARBITRATION
Any controversy or claim arising out of or relating to this Agreement or the
breach thereof, shall be settled in accordance with the laws of the State of California.
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35. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONTRACTOR and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly outside
the scope of services contemplated hereunder. CONTRACTOR understands that pursuant to
Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONTRACTOR.
36. ATTORNEY'S FEES
In the event suit is brought by either party to enforce the terms and provisions of
this agreement or to secure the performance hereof, each party shall bear its own attorney's
fees.
37. LIMITATION OF LIABILITY
Regardless of the legal or equitable basis of any claim or of actual notice,
neither seller nor seller's suppliers shall be liable for (a) any incidental, direct, special or
consequential loss or damages, or (b) any damages relating to a claim made against customer
by a third party except for indemnified claims described in Section 11. These limitations shall
remain in full force and effect through any renewal of maintenance and service provided for in
this Agreement/
REST OF PAGE NOT USED
14
jmplk/PCA/norteV3/26/97
38. FNTIRETY
The foregoing, and Exhibits "A" through "E" attached hereto, set forth the entire
Agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized offices the day, month and year first above written.
NORTEL COMMUNICATIONS SYSTEMS,
a Delaware corporation
By:
Brian Metherall, Vice President
AND
CITY OF HUNTINGTON BEACH, A
municipal corporation of the State of
California
Mayor
ATTEST:
City Clerk
print name
ITS: (circle one) Secretary/Chief F' a PPROVED AS TO FORM:
Officer/Asst. Secretary - Treasur l)'1�Y' Cowes
r
REVIEWED AND APPROVED. = 3_ V-17 -2 Attorney
.. r�GL4.y � �
City Dcministrator
INITIATED AND APPROVED:
Vre Chief
jmp/k/PCP.'nortc1/3120197
15
Mar-28-97 10:03A Hattabaugh-Nortel 714 360 7208
0 •
P.02
PURCHASE & MAINTENANCE AGREEMENT
NORTELCOMMI;NICATIONS SYSTEMS INC. ("NORTELI
„Cily QF HUNTINGTON BEACH ("CUSTOMER")
SCOPE OF WORK ANNEX
NORTEL shall:
• Install the Hardware and Software listed in Hardware/Software Annexes at the following
location:
20<)( Main Strut
Huntington Beach, CA 92648
+ Provide and install IPE Expansion to support future growth, program one (I) Digital Line
Card, one (1) Analog Line Card and Earthquake Brace.
+ Provide cutover coverage for first day of service.
• Provide the following Hardware as CustOlIM' Stock for future growth:
1 E&M Tie Line Carol
1 Digital Line Card
2 Analog Line Cards
1 Set of Mastcr Software Diskettes
No installation or programming included.
• Provide the following Hardware only to support dedicated Music-011-1 fold:
1 Conference Pack
1 MSDL Card
All programming and installation will he hilled separately on a Job Change Order (JCO) on
an "as needed" basis.
Customer shall:
Provide access (conduits, trays, conerete bores) for all cabling to be completed other than
from the switch to the MDF
• Provide, cable records with information an cable numher, floor plan reference,
riser/distribution pair, etc.
• Provide floor plans showing the location of each c:ahle and set to be placed
• Provide equipment rooms which meet the NOR`l'F1--sup plied environmental considerations
• Provide the following equipment:
Music -On -Hold Source for dedicated application
S9701-018
5S/022492
EXHIBIT A
O(X)1/SOW Annex
Mar-28-97 10:03A Hattabaugh-Nortal 714 360 7208
r •
PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
CITY OF HUNTINGTON__BEACH ("CUSTOMER")
PROJECT SCHEDULE ANNEX
The following is a schedule of dates applicable; to the installation of the System, and a list of some
key responsibilities for actions necessary to mutt those dates. THIS SCHEDULE IS SUBJECT
TO AND DEPENDENT UPON NORTEL AND CUSTOMER COORDINATING THEIR
EFFORTS TO MEET EACH DATE, FAILURE TO MEET ANY DATE MAY CAUSE A DELAY
IN OTHER DATES AND THE SCHEDULE AS A WHOLE.
P.03
A.
Initial Custotner ineeting to discuss pro7jecl plan and database design.
U2/1407
$,
Customer shall provide letters of agency to each appropriate telephone operating company requesting
tho%c companies to accept NORT L ns the Customer's agent for matters pertaittirtfi to tine installation
of the Sy%lem.
N/A
C.
Customer shall provido floorplans with locations of station sets clearly marked. Fach location %hall
he individually numbered.
NIA
D.
NUR'1'El- shall specify the environmentals. power and phvsicnl space requirements fur the room where
the switch cnt rxinew of the Hardware will ho locatod ("the Switchroom").
02/21/97
E.
begin database collection,
02/24197
F.
Complete database collection.
02/24/97
G.
Customer shall have the Installation Site uvuilahle to begin cabling. Ail rcquircinents for access such
as boring, conduits, racoways, trenching, and other rights of way must he complete.
N/A
11.
Custotner shall have the Switchmom complete and Hvailable in accordance with the environmental
standards provided. Commercial power must be avuilahle us well as ground and air conditioning,
03/07/97
1.
Final mate For System and station level database changes. Customer roust sigrt off on cullectec!
dutahasc,
03/ 14/91,
1.
Final date for Hardware modifications ("Firm Configuration Date").
03/l4/97
K.
NORTRt. shall deliver the Switch component of the Mudware to doe Si?c and move it to the Switch-
U'3/19/97
room.
L
Customer shall provide detailtssl cuhle rusaords showing each pau' on the Main Uistributiun frame
("MDF) and which pair NORTEL should use for all sets noted on the noorplans (if NOItIEL is using
existing cable).
N/A
M.
The final Installation of the Hardware a:td Software will commence at 5:01pin on this elate.
03/21/97
N.
Completion of Installation will be Lin this date.
03/24/97
This dale schedule is contingent upon Customer signing this Agreement and providing
requested
credit information by January 31, 1997, Changes io this schedule may result in additional charges
to the Customer and MUST be mutually agreed to by both partie,.
S9701-U18
SS/03Q795
EXHIBIT B
(1()0I/ProJSS Annex
Mar--28-97 10:03A Hattabaugh-Nartel 714 360 7208
0
PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
CITXOF_HUNTINGTON BEACH ("CUSTOMER")
PAYMENT SCHEDULE ANNEX
The Price shall be due as follows.
Event Amount
25% of the Price within thirty (30) days of the effective date of this
Agreement. S 9,649,00 (25%)
75% of the Price within thirty (30) days of the date all items of the
Hardware and Software have been installed (the "Completion of $25,947.00(7S%)
Installation").
THE ABOVE STATED PURCHASE PRICE DOES NOT INCLUDE APPLICABLE
TAXES WHICH WILL BE ADDED TO THE PURCHASE PRICE, AS ADJUSTED
PURSUANT TO SECTION 4, AND INCLUDED IN THE FINAL INVOICE.
P.04
S970I•0I8
SS/022492
EXHIBIT C
(1( ]/PSS Annex
Mar-28-97 10.04A Hattabaugh-Nortel 714 360 7208
•
PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
("CUSTOMER") -CITY OF HUNT1N(;j!QN BEACH,
_ Cabled Stations
Prewires
599SL 1-1
AS1054A
NT8D21 AB
NT8D4S)AA
NT8D9 L AJ
1 NTBDO?FA
l NT8DOA)AK
4 NT8D64BD
I NTbD80AA
1 QPC444
1 NTND26AC
I QPC231
1 NTgDo.-2EA
2 NT8DOAK
HARDWARE/SOFTWARE ANNEX
Description
TAPE PREP FEE
IPh; MODULE ASSY AC:
RINGING GENERATOR AC
COLUMN SPACER KIT 2.75
NETWOR K TO CONTROLLER CABLE
16 FT
DIGITAL LINE CARD
ANALOG LINE CARD
MODULE EXPANSION RODS
MSDL LINE CARD
CONF CARD
MSDL D-CHANNEL CABLE 35 FT
E&M TRUNK CARD EPE TYPE
DIGITAL LI>vE CARD
ANALOG LINE CARD
P-05
The features and services which the CUSTOMER shall have available at Cutover are listed below
and shall operate substantially as those features are described, where applicable, in the "Features
and Services Description" portion of Northern Telecom Practices, a copy of which Shall be
delivetrcd with the System. The functional description and manner of performance of such features
and service may change from time to time as the result of corrections or improvement%. Included
in this Agreement is Customer's Right To Use ("RTU") Northern Telecom Software up to _
Terminal Numbers i" TN's"), Automatic: Call Distribution agents ("ACD agents") and/or
Meridian Mail ports and NIA Digital Subscriber Loops ("DSL's"). Expansion beyond dic
specified level may rwquiru payment of additional RTtI fees.
Quantity y went Code 12cscription
NIA
S97R1-418
SS/022493 ()[iflllWS Annex
EXHIBIT D-1
Mar-28-97 10:04A Hattabaugh-Nar-tel 714 360 7208 P.06
i •
PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. (" NORTF1.")
CITY OF HUNTINGTON BEAC1Ei ("CLISTOMER")
UPGRADE ADDENDUM
THIS UPGRADE ADDENDUM ("Addendum") modifies and amends the Purc:hawjmaintenance
Agreement ("Agreement") of even date herewith between NORTEL Communications Systems Inc,
("Seller") and CITY OF HUNTINGTON BEACH ("Customer"), as follows:
1- All capitalized terms used in this Adde:ndLim shall have the same meanings as in the Agree-
ment, unless expressly defined herein.
2- The Hardware and Software heing purchased and licensed by Customer Pursuant to the
Agreement constitutes an upgrade ("Upgrade") to Customer's existing telecommunications
system. Each refewnce in the Agreement to "System" is hereby changed to "Upgrade".
3. Title and ownership to any hardwarvc in the existing System replaced by the Upgrade sold
under this Agreement shall be returned and vested in "Seller"
4. User training will be provided as clesc:rihed in Scope of Work.
5. The Warranty Period for the Upgrade shall he coterminous with the Warranty or
Maintenance Agreement in effect at the time Of Cutovur.
6. In all other respects the; Agreement shall remain unchanged. In the event of a conflict
between the Agreement and this Addendum, this Addendum shall prevail.
Upgrade Addendum (wlMuint.)
(:ypiRcv9195
EXHIBIT D-2
S970t-Ur8
Mar-2f3-97 10:04A Hattabaugh—Nortel 714 360 7208
NeRTEL
NORTHERN TELECOMADDEWD-UMA
SOFTWARE LICENSE
NORTHERN TELECOM INC. ("NORTEL") TELECOMMUNICATIONS PRODUCTS
P.07
HIS A N A L ENSE REE (tcenst ETWEYOU, HE -U
("CUSTOMER") AND NORTEL. BY ACQUIRING A SYSTEM, AN UPGRADE TO AN EXISTING SYSTEM OR
SOFTWARE PRODUCTS FROM NORTEL OR A NORTEL DISTRIBUTOR, YOU, THE CUSTOMER, AGREE TO
BE BOUND BY THE TERMS OF THIS LICENSE.
Subject to the terms hereinafter set forth, NORTEL grants to
CUSTOMER and/or its representatives, with a 'need to know;' a
personal, non-exclusive license (1) to use the licensed software,
proprietary to NORTE6, or its suppliers and (2) to use the
associated documentation. CUSTOMER is granted no title or
ownership rights, in or to the licensed software, in whole or in
part, and CUSTOMER acknowledges that title to and all
copyrights, patents, trade secrets and/or any other intellectual
property rights to and in all such licensed software and
associated documentation are and shall remain the pro arty of
NORTEL and/or NORTEL's suppliers, The right to use licensed
software may be restricted by a measure of usage of applications
based upon number of lines. number of ports, number of terminal
numbers assigned, number of users, or some similar measure.
Expansion beyond the specified usage level may require payment
of an incremental charge or another license fee.
NORTEL considers the licensed software to contain "trade
secrets" of NORTEL and/or its suppliers. Such "trade secrets'
include, without limitation thereto, the specific design, structure
and logic of individual licensed software programs, their
interactions with other portions of licensed software, both
internal and external, and the programming techniques
employed therein. In order to maintain the "trade secret" status
of the information contained within the licensed software, the
licensed software is being delivered to CUSTOMER in object rode
form only.
NORTEL or any of its suppliers holding any intellectual property
rights in any licensed software, and /nr any third party owning
any intellectual property rights in software from which the
licensed software was derived, are intended third party
beneficiaries of this License. All grants of rights to use intellectual
property intended to be accomplished by this License are
ekplicitly stated. No other grants of such rights shall be inferred
or shall arise by implication.
CUSTOMER warrants to NORTEL that CUSTOMER is not
purchasing the rights granted by this License in anticipation of
reselling those rights.
CU5TOMER shall:
• Hold the licensed software in confidence for the benefit of
NORTEL and/or NORTEL's suppliers using nu less a degrae
of care than it uses to protect its own most confidentiai and
valuable information; and
• Keep a current record of the location of each copy of licensed
software made by it; and
• Install and use each copy of licensed software only an a single
CPU at a time (fur this purpose, single CPU shall include
systems with redundant proceshing units); and
• Affix to each cupy of licensed software made by it, in the
same form and location, a reproduction of the copyright
notices, trademarks, and all other proprietary legends and/or
logos of NORTEL and /or NORTEL's suppliers, appearing on
the original copy of such licensed software delivered to
CUSTOMER; and retain the same without alteration un all
original copies; and
• issue instructions to each of its authorized employees, agents,
and/or representatives to whom licensed software is
disclosed, advising them of the confidential nature of such
licensed software and to provide them with a summary of
the requirements of this License; and
• Return the licensed software and all copies through an
Authorized Distributor to NORTEL it such time as
CUSTOMER chooses to permanently cease using it.
CU5TONIFR %hail not:
• Use licensed software (i) for any purpose other than
CUSTOMER's own internal business purposes and (ii) other
than as provided by this License; or
• Allow anyone other than CUSTOMER's empluyees. agents
and/or representatives with a "need to know" to have
physical access to licensed software; or
• Maku any copies of licensed software except such limited
number of object code copies in machine readable form only,
a.% may be reasonably necessary for execution or archival
purpcne, only; or
• Make any modiftcations, enhancements, adaptations, or
translations to or of licensed software, except as may result
from those CUSTOMER interactions with the licensed
software associated with normal use and explained in the
asso<iated documentation; or
• Attempt to reverse engineer, disassemble, reverse translate,
decompile, or in any other manner decode licensed software,
in order to derive the source code form or fnr any other
reason; or
* Make full or partial copies of any documentation or other
similar printed or machine-readable matter provided with
licensed software unless the same has been supplied in a form
by NORTEI. intended for periodic reproduction of partial
copies; or
• Export or re-export licensed software and/or associated
documentation from the fifty states of the United States and
the District of Columbia.
NOTE: Notwithstanding the above restrictions, if
CUSTOMER has licensed the licensed software under a "site
license" option as set forth in CUSTOMER's purchase
agreement, CUSTOMER is authorized to make a limited
number of copies of the licensed software and
documentation to support additional users as specified in
CUSTOMER's purchase agreement.
CUSTOMER may assign collectively its rights under this License
to any subsequent owner of the associated hardware, but not
otherwise, subject to the payment of the then current license fee
for new users, if any. No Fuch assignment shalt be valid until
"10414 • 041 �• k • tt
EXHIBIT E-1
Mar-28-97 10:08A Hattabaugli—Nartel
•
714 360 7208 P.03
•
CUSTOMER (1) has delegated all of its obligations under this
License to the assignee; and (2) has obtained fmm the assignee an
unconditional written assumption of all such obligations; and (3)
has provided NORTEL a copy of such assignment, delegation
and assumption; and (4) has transferred physical possession of all
licensed software and all associated documentation to the
assignee and destroyed all archival copies_ Except as provided,
neither this License not any rights acquired by CUSTOMER
through this License are assignable. Any attempted assignment
of rights and/or transfer of Itcensed software not specificaltiy
allowed shall be void and conclusively presumed a material
breach of this license.
If NORTEL (i) claims a material breach of this License, and (ii)
provides written notice of such claimed material breach to
CUSTOMER and (iii) observes that such claimed material breach
remains uncorrected and/or unmitigated more than thirty (30)
days following CUSTOMER's receipt of written notice specifying
in reasonable detail the nature of the claimed material breach,
then CUSTOMER acknowledges that this License may be
immediately terminated by NORTEL and CUSTOMER further
acknowledges that any such termination shall be without
prejudice to any other rights and remedies that NORTEL may
have at law or in equity,
EXPRESS LIMITED WARRANTIES FOR ANY ITEM
OF LICENSED SOFTWARE, IF ANY, WILL BE
SOLELY THOSE GRANTED DIRECTLY TO
CUSTOMER BY DISTRIBUTOR. OTHER THAN AS
SET FORTH THEREIN, THIS LICENSE DOES NOT
CONFER ANY WARRANTY TO CUSTOMER FROM
OR BY NORTEL.
THE LICENSED SOFTWARE 1S PROVIDED BY
NORTEL "AS IS" AND WITHOUT WARRANTY OF
ANY KIND OR NATURE, WRITTEN OR ORAL,
EXPRESS OR IMPLIED, INCLUDING (WITHOUT
LIMITATION) THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND OF FITNESS FOR A
PARTICULAR PURPOSE.
THIS LIMITATION OF WARRANTIES WAS A
MATERIAL FACTOR IN THE ESTABLISHMENT OF
THE LICENSE FEE CHARGED FOR EACH SPECIFIC
ITEM OF SOFTWARE LICENSED,
IN NO EVENT WILL NORTEL AND/OR NORTEL'S
SUPPLIERS AND THEIR DIRECTORS, OFFICERS,
EMPLOYEES OR AGENTS BE LIABLE TO OR
THROUGH CUSTOMER FOR INCIDENTAL,
INDIRECT, SPECIAL, CONSEQUENTIAL,
PUNITIVE, OR EXEMPLARY DAMAGES OF ANY
KIND, INCLUDING LOST PROFITS, LOSS OF
BUSINESS OR BUSINESS INFORMATION,
BUSINESS INTERRUPTION, OR OTHER
ECONOMIC DAMAGE, AND FURTHER
INCLUDING INJURY TO PROPERTY, AS A RESULT
OF USE OR INABILITY TO USE THE LICENSED
SOFTWARE OR BREACH OF ANY WARRANTY OR
OTHER TERM OF THIS LICENSE, REGARDLESS
OF WHETHER NORTEL AND/OR NORTEL'S
SUPPLIERS WERE ADVISED, HAD OTHER
REASON TO KNOW, OR 1N FACT KNEW OF THE
POSSIBILITY THEREOF,
THE RIGHTS AND OBLIGATIONS ARISING
UNDER THIS LICENSE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATI: OF
TEXAS.
CUSTOMER HEREBY AGREES TO ADHERE TO THE TERMS AND
CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT:
CUSTOMER SIGNATURE
PRLN'TED NAME -
COMPANY NAME:
DISTRIBUTOR NAME:
DATE
TELEPHONE NUMBER.:
Radford L. Kelly
AVP, Contracts and Market Channel Management
Northern Telecom Inc.
Software License Version 6.00
Northern Telecom Inc. Products September 26, 19%
EXHIBIT E-2
&4&zJ
�T `-"j'�� • ,Mirsh & McLennan, Limited
Canada Trust Tower — BC1= Place
7/7/9 7 161 Bav Street — P.O. Box 502
�Toonto, e4168 822S4
ephone 416 868 2600
Cer ificate of Insurance ru+n,.+s • u�mv,n
MARSH &
MCLENNAN
This certificate of insurance neither affire:alively nor negatively amends, extends or alters the coverage afforded oy the policies scheduled herein. It is furnished
as a matter of information only, confers no rights upon theholderand is issued with the understanding that the rights and liabilities of the parties will be governed
by the prig nal policy or policias as they may be 'awfully amended by endorsement from time to time.
Name and address to whom issued Name and address of insured
city of Huntington Beach !14ORTEL Commurtications Systems Inc.
2000 Main Street i44Northern Telecom Inc.
Huntington Beach CA 92646 i200 Athens :ay
ATT?1: Cathy SmithNashville "N 37228-1397
Type of insurance
Insurer Policy Number
Expiration Data
Coverages Limits of Liability
At�ERICAN + CGL675590102
5/15/98
f' Each occurrence or accident
Comprehensive
General
GtI
rARPi�T'EE &
"
Incl;a;ve Limits 4 $2 , 000, 000
Liability
LIABILITY
! Bodily Injury and
I Property Damage Agg:egate Products
INSURANCE
I Liability $2 , 000 , 000
C,UI ANY
Annual Aggregate
$2,000,000
Automobile
Inclusive Limits Each accident
Liability
, _,ter, .y > �R!d N I Bodily Injury and
i Propcly Damage
ry -r Liability
iL
Ey
,. yorney
its A
.
I
I
I
Description of Operations Or Automobiles covered and other comments:
City of Hu-_vingtor_ Beach, city officers, e_mn=ogees and aaents are add_ticna-- '_assured with respect only to
claims arising out of bodily in;ury or damage to tangible property caused by the negligence of NGRTEL
Communications Sy�,te.:s Inc. or Ins employees in the performance of the agreement.
CANCEL! -AT -ON: Snould any of the above descrbed policies be cance!lbd before the expiration date thereof, the IrlSLrer(s) wil: endeavour to mail
days written notice to the Cer'!ficate Holder, but failure to mail such notice shall impose no obligation or liability or any'Kind upon ei!her the
insurer(s) or harsh & fvtcLer.nan, Limited.
;ssced at Nas--. ilie. TIN
Date 27 June, 1996 By
% �f / e -�
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON YOU THE CERTIFICATE HOLDER. THIS CERTIFICATE
IS NOT AN INSURANCE POLICY AND DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGE AFFORDED BY THE POLICIES LISTED BELOW.
This is to -Certify that
NORTEL Corr_nunicatior-s Systems Inc. Name and
Northern Teleccm Inc. address of
200 Athens Way Insured LIBERTY
Nashville TP] 37228-1397 MUTUAL.
is, at the issue date of this certificate, insured by the Company under the policy(ies) listed below, The insurance afforded by the
listed policy(ies) is subject to all their terms, exclusions and conditions and is not altered by any requirement, term or condition of
any contract or aother document with respect to which this certificate may be issued.
TYPE OF POLICY
CERTIFICATE EXP. DATE
POLICY NUMBER
LIMIT
OF LIABILITY
CONTINUOUS
❑ EXTENDED
IX POLICY TERM
i
5/15/97
WA1�-05D-004057-155
Coverage Afforded Under WC
Law of the Following States:
EMPLOYERS LIABILITY
/WP8-65B-004057-116
All States
' Bodily Injury By Accident 1
statutory (except
$1 000,000 Each
i n
WORKERS
NMI, NV, OH, 'MA,
COMPENSATION
y i J „Y I
Bodily Injury By Disease Poi�Y
$1, 000, 000 Limit
Bodily Injury By Disease
$1, 000, 000 P:rscn
GENERAL
i
General Aggregate -Other than Prod/Completed Operations
LIABILITY
I
����;:'�';�'; '•� ii OR:d
i
ProducWCompleled Operations
Aggregate I
J
mC}?
t
CLAIMS MADE
;7
Bodily Injury and Property Damage Liability '
Per
RETRO DATE
Occurrence
_
-'f - d t
nal and Advertising Injury
Per Person!
�` t
Organization
❑ OCCURRENCE
Other:
I Other:
i
AUTOMOBILE
I
Each Accident -Single Limit -
B.I. and P.D. Combined
LIABILITY
'
I
i
Each Person
�'p- OWNED
'
_
-
Each Accident or Occurrence
�j NON -OWNED
Each Accident or Occurrence
L HIRED
OTHER
i '
I
ADDITIONAL COMMENTS
AF THE CERTIFICATE EXPIRATION DATE IS CONTINUOUS OR EXTENDED TERM, YOU WILL BE NOTIFIED IF COVERAGE IS TERMINATED OR REDUCED
BEFORE THE CERTIFICATE EXPIRATION DATE. HOWEVER, YOU WILL NOT BE NOTIFIED ANNUALLY OF THE CONTINUATION OF COVERAGE.
SPECIAL :OTC - OHIO: ANY PERSON WHO, WITH INTENT TO DEFRAUD OR KNOWING THAT HE :S FACILITATING A FRAUD AGAINST AN INSURER,
SUBMITS A, APPLICATION OR FILES A CLAIM CONTAINING A FALSE OR DECEPT!VE STATEMENT IS GU'LTY CF INSURANCE FRAUD.
NOTICE OF CANCELLATION: (NOT APPLICABLE UNLESS A NUMBER OF DAYS IS ENTER;D BELOW.)
BEFORE THE STATER EXPIRATION DATE THE COMPANY WILL NOT CANCEL OR REDUCE THE Liberty Mutual
INSURANCE AFFORDED UNDER THE ABOVE POLICIES UNTIL AT LEAST 30 DAYS NOTICE OF SUCH insurance Group
CANCELLATION HAS BEEN MAILED TO: p
(City of Huntinator Beach
CERTIFICATE 1 2000 Main Street
HOLDER :Huntington Beach CA
-ATTN: Cathy STizh
92646 T AUTHORIZED REPRESENTATIVE
27 June, 1996
OFFICE DATE ISSUED
This cer,i!ica:e is exe L!IeC by LIBERTY MUTUAL INSURANCE GROUP as respects such insurance as is al'ordeo Dy Tncse Ccmpanies BS 772g6`